CA-PANDORA

Pandora (NYSE: P), the largest music streaming service in the U.S.,
today announced it will acquire AdsWizz, the global leader in digital
audio ad technology. The addition of AdsWizz will upgrade Pandora’s ad
tech capabilities, provide its advertisers with greater audience reach,
and expand the company’s revenue opportunities.

AdsWizz is one of the few ad tech firms that is completely dedicated to
digital audio, serving some of the largest players in the industry. With
digital audio advertising growing 42% year-over-year, according to the
IAB, the combined offering of Pandora and AdsWizz will capitalize on
this trend, while making it easier for publishers to monetize their
inventory, and for advertisers to buy and measure their campaigns.

“Since I joined Pandora six months ago, I have highlighted ad tech as a
key area of investment for us. Today we took an important step to
advance that priority and accelerate our product roadmap,” said Roger
Lynch, CEO of Pandora. “With our scale in audio advertising and
AdsWizz’s tech expertise, we will create the largest digital audio
advertising ecosystem, better serving global publishers and advertisers
— while improving Pandora’s own monetization capabilities.”

Once fully integrated, advertisers will be able to transact through
AdsWizz’s global marketplace across Pandora and other leading audio
publishers. Pandora will support the growth of AdsWizz’s core business
and invest in technology development that serves all constituents.

“For the last ten years, our mission at AdsWizz has been to enable the
global monetization of digital audio by building innovative advertising
technologies for music streaming services, digital broadcasters and
podcasters. We believe in providing value to all stakeholders — brands,
publishers and listeners — through engaging and well-targeted
advertising experiences,” said Alexis van de Wyer, the CEO of AdsWizz.
“Now is the time to combine forces with Pandora, one of the leaders and
pioneers in digital audio, and accelerate our ability to provide
solutions that meet the increasingly sophisticated needs of advertisers
and digital audiences.”

At the closing of the transaction, AdsWizz will become a subsidiary of
Pandora, with Mr. van de Wyer remaining the CEO of AdsWizz. Pandora
agreed to pay $145 million in a combination of cash and stock, with a
minimum of 50 percent paid in cash and the remainder to be paid, at
Pandora’s election, in either cash or stock (with the stock conversion
based on the dollar-volume-weighted average trading price for Pandora's
common stock for 10 trading days prior to the closing), subject to
certain price adjustments at and after closing. The acquisition does not
change the first quarter 2018 guidance or the full year 2018 commentary
that was provided on Pandora’s most recent earnings call. This
transaction is expected to close in the second quarter of 2018 and is
subject to customary closing conditions and regulatory approval.

ABOUT PANDORA

Pandora is the world’s most powerful music discovery platform – a place
where artists find their fans and listeners find music they love. We are
driven by a single purpose: unleashing the infinite power of music by
connecting artists and fans, whether through earbuds, car speakers, live
on stage or anywhere fans want to experience it. Our team of highly
trained musicologists analyze hundreds of attributes for each recording
which powers our proprietary Music Genome Project®, delivering billions
of hours of personalized music tailored to the tastes of each music
listener, full of discovery, making artist/fan connections at
unprecedented scale. Founded by musicians, Pandora empowers artists with
valuable data and tools to help grow their careers and connect with
their fans.

AdsWizz has created the end-to-end technology platform that is powering
the digital audio advertising ecosystem. AdsWizz powers well-known music
platforms, podcasts and broadcasting groups worldwide with a
comprehensive digital audio software suite of solutions that connect
audio publishers to the advertising community. From dynamic ad insertion
to advanced programmatic platforms to innovative new audio formats,
AdsWizz efficiently connects buyers and sellers in digital audio.
AdsWizz is headquartered in San Mateo, California, with a presence in 39
countries around the world.

“SAFE HARBOR” STATEMENT

This press release contains forward-looking statements within the
Private Securities Litigation Reform Act of 1995, including, but not
limited to, statements regarding the completion of the acquisition of
AdsWizz, and the timing of doing so, and the benefits to Pandora from
the acquisition of AdsWizz. These forward-looking statements are based
on Pandora's current assumptions, expectations and beliefs and involve
substantial risks and uncertainties that may cause results, performance
or achievement to materially differ from those expressed or implied by
these forward-looking statements. Factors that could cause or contribute
to such differences include, the failure or delay in the satisfying of
closing conditions to the acquisition, difficulties in integrating the
AdsWizz business, and other uncertainties associated with the
acquisition of a new business, competitive factors; our ability to
manage our growth; and general economic conditions worldwide. Further
information on these factors and other risks that may affect the
business are included in filings with the Securities and Exchange
Commission (SEC) from time to time, including our most recently filed
Annual Report on Form 10-K, particularly under the heading “Risk
Factors.”

These documents are available online from the SEC or on the SEC Filings
section of the Investor Relations section of our website at investor.pandora.com
.
Information on our website is not part of this release. All
forward-looking statements in this press release are based on
information currently available to Pandora, which assumes no obligation
to update these forward-looking statements in light of new information
or future events.